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Active Energy Group - Placing Completion & Share Capital Reorganisation

RNS Number : 2471Y
Active Energy Group PLC
07 September 2020
 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

 

7 September 2020

Active Energy Group Plc

('Active Energy', 'AEG' or the 'Company') 

 

 Result of General Meeting

Completion of Placing and Share Capital Reorganisation

Total Voting Rights

 

Active Energy, the international biomass based renewable energy business, is pleased to announce that at the General Meeting held earlier today, all Resolutions proposed were duly passed.

 

Details of the proxy votes received in relation to each of the Resolutions are as follows:

 

 

Resolution

 

Votes For

 

Votes Against

 

Discretionary Votes

 

Withheld

1)    Share Capital Reorganisation

341,342,929

6,846,961

Nil

Nil

2)    Amendments to Articles of Association

341,342,929

6,846,961

Nil

Nil

3)    Authority to issue and allot Placing Shares

341,342,929

6,846,961

Nil

Nil

4)    Approval to issue and allot New Ordinary Shares

341,342,929

6,846,961

Nil

Nil

5)    Disapplication of pre-emption rights (Placing Shares)

341,342,929

6,846,961

Nil

Nil

6)    Disapplication of pre-emption rights (New Ordinary Shares)

341,342,929

6,846,961

Nil

Nil

 

 

Completion of Placing

 

The Resolutions include those necessary to implement the Placing to raise a total of £1.510 million (before expenses), which the Company announced on 20 August 2020.

 

Share Capital Reorganisation

Following the passing of the Resolutions, the Company's 1,287,536,163 Existing Ordinary Shares will be sub-divided into one New Ordinary Share of 0.01p and one Deferred Share of 0.99p.

 

The Deferred Shares will not be admitted to trading on AIM, will have only very limited rights on a return of capital and will be effectively valueless and non-transferable. The Directors consider that the Deferred Shares will have no effect on the respective economic interests of the Shareholders. No share certificates will be issued for the Deferred Shares. It is currently intended that, in due course and as set out in the Amended Articles of Association, the Deferred Shares will be re-purchased by the Company, at its sole discretion, for an aggregate consideration of £1 and be cancelled.

 

Director's Shareholdings

 

Four Directors subscribed for an aggregate of 4,000,000 Placing Shares at the Placing Price pursuant to the Placing. Following the Share Capital Reorganisation and Admission, whether direct or indirect, of the Directors and their families (within the meaning set out in the AIM Rules) in the New Ordinary Shares of the Company and the existence of which is known to or could, with reasonable diligence, be ascertained by the Directors, are as follows:

 

 

Prior to Placing

Following Admission

Director

Interest in Existing Ordinary Shares

No. of Placing Shares subscribed for

Interest in New Ordinary Shares at Admission

Percentage of Enlarged Share Capital

Michael Rowan*

  7,486,250

  1,000,000

  8,486,250

  0.55

Antonio Esposito

2,000,000

-

2,000,000

0.13

James Leahy

  3,000,000

  1,000,000

  4,000,000

  0.26

Jason Zimmermann

  961,500

  1,000,000

  1,961,500

  0.13

Max Aitken

-

  1,000,000

  1,000,000

  0.07

 

* Mr Rowan obtained the regulatory consent to participate in the Placing.

 

Admission to AIM and Total Voting Rights

Dealings on AIM in the Existing Ordinary Shares will cease at the close of business on 7 September 2020. Application has been made for the admission of 1,539,202,843 New Ordinary Shares (comprising 1,287,536,163 New Ordinary Shares in issue immediately following the Share Capital Reorganisation, along with 251,666,680 Placing Shares) to trading on AIM. It is expected that Admission will take place and that trading in the New Ordinary Shares will commence, at 8.00 a.m. on 8 September 2020. No application will be made for admission of the Deferred Shares to trading on AIM nor will any such application by made to any other exchange.

 

Following Admission, there will be a total of 1,539,202,843 New Ordinary Shares in issue.  The Company does not hold any shares in treasury.  Consequently, 1,539,202,843 is the figure which may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

This announcement should be read in conjunction with the full text of the circular dated 20 August 2020 (the "Circular"), published in connection with the Placing and capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.

 

ENDS

Enquiries:

 

Website

LinkedIn

 

www.aegplc.com

www.linkedin.com/company/activeenergy

 

 

 

Enquiries

Active Energy Group Plc

Michael Rowan

Chief Executive Officer

Antonio Esposito

Chief Operations Officer

 

 

SP Angel Corporate Finance LLP

Nominated Adviser and Broker

 

David Hignell / Caroline Rowe

Office: +44 (0)20 3470 0470

Allenby Capital Limited

Joint Broker

Amrit Nahal / David Worlidge

Office: +44 (0)20 3328 5656

Camarco

Financial PR Adviser

Gordon Poole / Tom Huddart / Emily Hall

[email protected]

Office: +44 (0) 20 3757 4980

 

About Active Energy:

Active Energy Group plc is a London quoted (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels.  Its patented product CoalSwitch™ is the world's only drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring plant modification. Active Energy Group's immediate strategic focus is the production and commercialisation of CoalSwitch™ and a low emission CoalSwitch™ blend that utilises other waste materials.

 

 

 

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